CONSTITUTION AND BYLAWS

CONSTITUTION

1. The name of the Society is the CANADIAN PUBLIC RELATIONS SOCIETY VANCOUVER, hereinafter referred to as "the Society."

2. The purposes of the Society shall be:

(a) To act primarily in the public welfare in the practice of public relations.
(b) To maintain high standards in the practice of public relations.
(c) To ensure that members abide by the Code of Professional Standards of the Society.
(d) To advance the knowledge, skill and status of those engaged in the practice of public relations.
(e) To promote and foster discussion on all phases of public relations
(f) To advance the art and science of public relations.
(g) To provide an opportunity to those engaged in the profession of public relations to exchange ideas and experiences.
(h) To improve the relations of public relations practitioners with employers and clients, with established media of information and opinion, and with the general public.
(i) To provide information on the profession to those considering employment in the field of public relations.
(j) To encourage affiliation to the Society and the National Society of similar groups of public relations practitioners within the Province of British Columbia.

3. The operations of the Society are to be chiefly carried on in the Province of British Columbia and the business of the Society is to be conducted principally in the Greater Vancouver area. This provision is alterable.

4. The Society defines public relations as: "The management function which evaluates public attitudes, identifies the policies and procedures of an organization with the public interest, and plans and executes a program of action to earn public understanding and acceptance." This provision is alterable.

5. The Society shall be a member society of the national body incorporated under the provisions of the Companies Act of Canada, under the name of the Canadian Public Relations Society Inc., hereinafter referred to as "the National Society." This provision is alterable.

BYLAWS

PART I - INTERPRETATION

1. In these bylaws, unless the context otherwise requires:

• ‘Directors’ means the Directors of the Society.
• ‘Society Act’ means the Society Act of the Province of British Columbia and all amendments to it.

2. Words imparting the singular include the plural and vice-versa; and words imparting a male person include a female person and a corporation.

PART 2 - MEMBERSHIP

I Membership Categories

1. Membership in the Society shall be open to qualified individuals only. The Society shall not place restrictions on the number of qualified members that may join the Society.

2. Members shall be classified as either Voting or Non-voting members as follows:

(a) Voting Members shall include Members, Accredited Members or Life Members as defined herein:

Members are those who are principally employed in the practice of public relations and have not less than one year's such experience or;

1. those who have not less than a total of four year's full-time experience in the practice of public relations, yet are not employed in the practice of public relations or,
2. those who either teach or administer a public relations course recognized by the Society and who have not less than one year's experience in same or in the practice of public relations, or
3. those who possess a degree in public relations from a program and institution both of which meet the standards set and recognized by the National Society

Accredited Members are those Members who have passed the examination requirements as determined by the Accreditation Board of the National Society. Such members shall be designated by the term "Accredited Public Relations" (APR).

Life Members are those Members who have, in the opinion of the Society's Directors, provided exemplary service to the Society. Such membership shall be approved by a majority of Voting Members at the Society's Annual General Meeting. A Life Member shall be exempt from paying any local chapter dues required by the Society.

(b) Non-Voting Members shall include Retired Members, Associate Members, Inactive Members, Student Members or Affiliate Members as defined herein:

Retired Members are those who have retired from principal employment in public relations, have been members in good standing for ten (10) years, of which not less than five (5) years they have been of Voting Member status, and have made application for retired membership status.

Associate Members are those who have been principally employed in the practice of public relations for less than one year.

Inactive Members are those who have been Voting Members for a total period of three (3) full years, have withdrawn from principal employment in the practice of public relations and have made application for Inactive membership status.

Student members are those who are not principally employed in Public Relations and are enrolled in a public relations course recognized by the Society.

Affiliate Members are those who have an expressed interest in or support the profession. Affiliate membership will be conferred at the discretion of the directors and is intended to encourage an awareness of the Society's activities and the practice of public relations. Members may remain in this category for an unlimited period, however each is subject to the annual approval of the Membership Committee.

II Qualifications and Eligibility

1. All applicants for membership in the Society shall agree to abide by the Code of Professional Standards of the Society.

2. Every member shall uphold the constitution and comply with these bylaws.

3. All applicants for membership in the Society shall meet certain other requirements as set forth in the membership application form.

4. All applicants for membership in the Society shall submit a signed, fully completed membership application form to the Society for processing.

5. The Society has the right to reject any application for membership after fair and reasonable consideration by the Board of Directors.

6. A person shall cease to be a member of the Society:

(a) by mailing or delivering his/her resignation in writing to the secretary of the Society, or
(b) on his/her death, or
(c) on being expelled, or
(d) on having been a member not in good standing for 2 consecutive months.

7. All members are in good standing except a member who has failed to pay his/her current annual membership dues or any other subscription or debt due and owing by him/her to the Society and he/she is not in good standing so long as the debt remains unpaid.

8. The Board of Directors shall have the power to expel any member(s) of the Society for cause and, without limiting the generality of the foregoing, "cause" shall include conduct unbefitting a member of the Society or conduct contrary to the Code of Professional Conduct of the Society.

(a) The person who is the subject of the proposed expulsion shall be given an opportunity to be heard at the board meeting before the expulsion resolution is put to a vote.

III Dues and Fees

1. Applicants for membership shall be required to pay an initiation fee in such an amount as may be prescribed by the directors.
2. Members shall be required to pay annual membership dues to the Society in such amount as may be prescribed by the directors and approved by the membership as special business conducted at a general meeting.
3. Members who are required to pay annual membership dues to the National Society, shall do so in such amount as may be prescribed by the National Society.
4. Annual dues for both the Society and the National Society shall be collected by the Society.
5. Where an individual is accepted as a member following the commencement of the fiscal year, membership dues may be pro-rated according to a schedule predetermined by the Society.

PART 3 - MEETINGS

I General Membership Meetings

1. The directors will convene at least one (1) general meeting of the Society during the fiscal year. Such general meeting shall be convened at the discretion of the directors and in accordance with the Society Act.
2. Every general meeting, other than an annual general meeting, is an extraordinary meeting.
3. Notice of a general meeting shall specify the place, the day and the time of the meeting, and, in the case of special business, the general nature of that business.
4. Notice of any general meeting may be given by letter, email or fax at the discretion of the directors.
5. Notice shall be deemed to have been so given when mailed or sent to the member no less than 14 days prior to the meeting.
6. Notice of a general meeting shall be given to

(a) every member shown on the register of members ‘in good standing’ on the day notice is given, and
(b) the Auditor, if an Auditor is appointed.

7. The accidental omission to give notice of a meeting to, or the non- receipt of a notice by any of the members entitled to receive such notice does not invalidate proceedings at that meeting.

II Annual General Meeting

1. The annual general meeting of the Society shall be held at the discretion of the Directors but not more than fifteen (15) months after the previous annual general meeting.

PART 4 - PROCEEDINGS AT GENERAL MEETING

I Business

1. Special business is:

(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business that is transacted at an annual general meeting, except,

(i) the adoption of rules of order,
(ii) the consideration of the financial statements,
(iii) the report of the Directors,
(iv) the report of the auditors, if any,
(v) the election of Directors,
(vi) the appointment of the auditor, if required, and
(vii) such business as, under these by-laws, ought to be transacted at an Annual General Meeting or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting.

II Quorum

1. A quorum is three (3) Voting Members present, or such greater number as the members may determine at a general meeting

2. No business, other than the election of a Chairperson and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
3. If at any time during a General Meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
4. If, within 30 minutes from the time appointed for a General Meeting, a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and if possible in the same place and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

III Presiding at General Meetings

1. Subject to by-law (2) of this section, the President of the Society, the First Vice-President, the Second Vice-President, or in the absence of all three, one of the other Directors present shall preside as Chair of a General Meeting.

2. If at a General Meeting:

(a) there is no President, Vice-President, or other Director present within thirty (30) minutes after the time appointed for holding the meeting, or
(b) the President and all other Directors present are unwilling or unable to act as Chair; the members present shall choose one of their numbers to be Chair.

IV Adjournments

1. A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
2. Where a meeting is adjourned for twenty-one (21) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
3. Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned General Meeting.

V Resolutions, Voting and Proxy Ballots

1. In case of an equality of votes, the Chair shall not have a casting or second vote in addition to the vote to which he/she may be entitled as a member of the Society and the proposed resolution shall not pass.
2. A voting member is entitled to one (1) vote at a meeting of members. Such vote may be cast personally or by proxy. All voting shall be by voting members.

(a) The instrument appointing a proxy shall be in writing under the hand of the maker and upon a form provided by the Directors. The instrument of proxy shall be recorded on receipt at the office of the Secretary/Treasurer and must be received not less than twenty-four (24) hours before the meeting to which it is directed. The record of instruments of proxy will be closed twenty-four (24) hours before the meeting and will be placed in the hands of the President or Chair of the meeting. The record will be made available to any Voting Member who wishes to challenge any instrument of proxy brought forward at the meeting. In default of the provisions outlined herein the proxy shall be invalid.
(b) A member’s proxy ballot is rendered invalid if that member decides to attend the meeting and cast their vote in person.
(c) If the member appointed to cast a proxy ballot(s) on behalf of another member(s) is not in attendance, the proxy ballot(s) will be considered invalid.
(d) The instrument appointing a proxy may be in the following form or in any other form which the directors shall approve:

"Canadian Public Relations Society, Vancouver"

I, __________________ of ___________________ being a Voting Member of the Canadian Public Relations Society, Vancouver hereby appoint _________________ of ___________________ as my proxy to vote for me and on my behalf at the meeting of the Society to be held on the ___________ day of _______________ 20__, and at any adjournment thereof.

Signed this ______ day of __________ 20__.
                                                Signature

(e) Voting is by show of hands unless otherwise decided by a majority of members attending a meeting of members.

PART 5 - DIRECTORS AND OFFICERS

I Powers Of

1. The Directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to the provisions of

(a) The Society Act and all applicable laws affecting the Society,
(b) these Bylaws, the Constitution, and
(c) rules, not being inconsistent with the Society Act and all applicable laws, these Bylaws and the Constitution, which are made from time to time by the Society in General Meeting.

2. No rule made by the Society in a General Meeting is retroactive.

3. The Directors may, from time to time, approve the formation of affiliate or special-interest groups of members in good standing and assign to such groups powers that shall not exceed the powers of the Society or which the Society confers. Approval shall include the rights of such a group to elect a representative who may attend all meetings of Directors. The representative may speak to, but shall not vote on, all resolutions considered by the Directors.

(a) The Directors may grant approval to form such an affiliate or special interest group provided that:

(i) a written request, including the principles, Bylaws or rules of order, and membership of the group, is presented to a meeting of directors,
(ii) the group consists of not less than ten (10) Voting Members of the Society,
(iii) the aims and objectives of the group are not inconsistent with the Constitution of the Society, and
(iv) the request and approval are in accordance with the Society Act.

II Number and Election Of

1. The Board of Directors of the Society shall consist of the President, First Vice President, Second Vice President, Secretary/Treasurer and no less than five (5) and no more than ten (10) additional Directors, and:

(a) At each Annual General Meeting or such earlier General Meeting called expressly for the purpose of electing Directors, those Directors whose terms of offices are expiring shall retire from office, and the Voting Members may elect any of its eligible members as Directors for the ensuing three (3) years or for the balance of the term as the case may be.
(b) All Voting Members in good standing shall be eligible for election to the Board of Directors.
(c) A nominating committee consisting of the President, First Vice President and two immediate past Presidents, shall nominate and cause to be circulated among the members, a slate of candidates for office, having first confirmed that such candidates are willing to serve if elected. Such slate shall accompany the notice of the Annual General Meeting.
(d) Further nominations may be made by the membership at large provided that each such nomination is proposed and seconded by Voting Members who have first confirmed that their nominee is willing to serve if elected, and provided that such nomination is provided to the Treasurer/Secretary in writing one week prior to the Annual General Meeting.
(f) Separate elections shall be held for each office to be filled.
(g) An election may be by acclamation; otherwise it shall be by ballot.

2. The Directors may at any time and from time to time appoint a member as a Director to fill a vacancy in the directors.

(a) A Director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society, but is eligible for re-election at the meeting.

3. If a Director resigns his/her office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take the place of the former Director.

4. No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

5. The members may, by special resolution, remove a Director before expiration of his/her term of office and may elect a successor to complete the term of office.

6. No Director shall be remunerated for being or acting as a Director but a Director shall, upon a request, be reimbursed for all expenses necessarily and reasonably incurred by him/her while engaged in the affairs of the Society.

PART 6 - PROCEEDINGS OF DIRECTORS

I Meeting

1. The Directors shall meet once at least in every three (3) months at such time and place as they appoint or as the President or the First Vice-President, in the absence or incapacity of the President, shall fix.

(a) The Directors shall meet for the dispatch of business and may adjourn and otherwise regulate their meetings and proceedings as they see fit.

2. The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be three (3).

3. The President shall Chair all meetings of the Directors; but if at any meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the First Vice-President shall act as Chair and, in the absence of both the President and First Vice-President, the Second Vice-President shall be the Chair. If the President, First Vice-President and Second Vice-President are not present, the Directors may choose one of their numbers to chair that meeting.

4, A Director may, at any time, and the Treasurer/Secretary, on the request of that Director, shall convene a meeting of the directors.

II Committees

1. The Directors may delegate any, but not all, of their powers to committees consisting of such Director or Directors as they deem fit.

(a) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act of thing done in exercise of those powers to the earliest meeting of the Directors to be held after it has been done.
(b) A committee shall elect a Chair of its meetings; but if no Chair is elected or at any meeting the Chair is not present within 30 minutes after the time appointed for holding the meeting, the Directors present who are members of the committee shall choose one of their numbers to Chair the meeting.

2. Other committees may be established from time to time in order to perform specific functions under terms of reference decided by the Directors.

(a) the Chair of such a committee shall be appointed by the President, and may be chosen from the Board of Directors. Such appointments are revocable at any time at the discretion of the President.

III Attendance

1. For a first meeting of Directors held immediately following the appointment or election of a Director or Directors at an annual or other general meeting of members, or for a meeting of the Directors at which a Director is appointed to fill a vacancy in the Directors, it is not necessary to give notice of the meeting to the newly-elected or appointed Director or Directors for the meeting to be duly constituted, if a quorum of Directors is present.

2. Any director who intends to miss two (2) or more consecutive meetings of the board of directors shall notify the President or the Secretary/Treasurer.

IV Voting

1. Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.
2. In case of an equality of votes the Chair shall have a second or casting vote.
3. A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.

PART 7 - DUTIES OF OFFICERS

I Officers

1. The officers of the Society shall be the President, First Vice President, Second Vice President, and Secretary/Treasurer, and these officers shall form the Executive Committee.

2. The President shall preside at all meetings of the Society and of the Directors.

(a) The President is the Chief Executive Officer of the Society and shall supervise the other officers in the execution of their duties.
(b) The President shall be a member ex-officio of all committees, and of all affiliate or special interest groups formed under Part 5, Section I (3) of these Bylaws.
(c) The President, or a member or members of the Board of Directors appointed by the President, shall represent the Society on any or all committees, councils or conferences established by the National Society. Such representation shall include the right to vote on behalf of the Society on all matters being considered by the National Society.
(d) Failing the availability of the President and or any Director to represent the Society, the Directors shall appoint a Voting Member or members to represent the Society on any such committees, councils or conferences of the National Society.

3. The First Vice-President shall carry out the duties of the President during his/her absence.

4. The Second Vice-President shall carry out the duties of the President during the absence of both the President and First Vice-President.

(a) The Second Vice-President shall Chair the Bylaws Committee of the Society and ensure the Society complies with the reporting requirements of the Society Act and any other applicable laws governing the Society.
(b) The Bylaws Committee shall conduct an annual review of the Bylaws and shall deliver recommended changes, additions or deletions to the Directors no less than three (3) months prior to the Annual General Meeting.

5. The Secretary/Treasurer shall:

(a) conduct the correspondence of the Society,
(b) issue notices of meetings of the Society and Directors,
(c) keep minutes of all meetings of the Society and Directors,
(d) have custody of all records and documents of the Society except those required to be kept by the Secretary/Treasurer,
(e) have custody of the common seal of the Society, and
(f) maintain the register of members,
(g) keep such financial records, including books of account, as are necessary to comply with the Society Act, and
(h) render financial statements to the Directors, members and others as required.

(6) In the absence of the Secretary/Treasurer, the Chair shall appoint another person to act as Secretary/Treasurer at that meeting.

PART 8 - BORROWING

I Debentures

1. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.
2. No debenture shall be issued without the sanction of a special resolution.
3. The members may by special resolution restrict the borrowing powers of directors but a restriction so imposed expires at the next annual general meeting.

PART 9 - AUDITOR

I Appointment
Applies only if the Society is required, or has resolved, to have an Auditor.

1. At each Annual General Meeting the Society shall appoint an Auditor to hold office until he/she is re-elected or a successor is elected at the next Annual General Meeting and:

(a) An Auditor may be removed by ordinary resolution.
(b) An Auditor shall be informed forthwith in writing of appointment or removal.
(c) No Director or employee of the Society shall be Auditor.
(c) The Auditor may attend general meetings.

PART 10 - BYLAWS

I Copies to Members

1. On being admitted to membership, a member is entitled to, and the Society shall give him/her, without charge, a copy of the Constitution and Bylaws of the Society.

(a) Issuance of the Bylaws under section I of Part 12 shall be the responsibility of the Membership Committee.

II Alterations to

1. These Bylaws shall not be altered or added to except by special resolution.

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